Third-party logistics and warehousing deals rarely turn on the racking or the forklifts — they turn on whether the customer contracts that fill the space can actually move to a new owner, and whether the building itself checks out on zoning, fire code, and environmental history.
Part of Transportation & Logistics — see the family overview.
Every figure below is a typical Canadian deal-market pattern, not a valuation — use it to sanity-check what you're being told.
| Metric | Typical benchmark | Use this to |
|---|---|---|
| Structure follows contract value | A share sale is often preferred when major customer logistics contracts carry anti-assignment or change-of-control clauses that would otherwise need individual renegotiation.† | Decide structure based on how exposed your customer contracts are to a change of ownership. |
| Real estate weight | An owned or long-leased industrial facility can dominate a warehousing deal's valuation more than the logistics operation running inside it.† | Separate what you're paying for the real estate from what you're paying for the operating business. |
| Customer concentration | Revenue concentrated in a small number of shipper or 3PL contracts raises diligence scrutiny and can compress the multiple a buyer is willing to pay.† | Weigh customer concentration the same way a lender would before you set a price. |
| WSIB experience rating | A strong claims and safety history in a labour-intensive warehouse operation supports value; a spotty one invites closer scrutiny.† | Check WSIB standing early — it's a real, checkable indicator of how the business has been run. |
| Equipment vs. real estate split | Racking, forklifts, and dock equipment are valued separately from any bundled real property, not folded into a single blended number.† | Keep the equipment and real-estate components of the price distinct when comparing deals. |
Customer logistics contracts with anti-assignment or change-of-control clauses can require third-party consent before a deal closes, or need renegotiation, regardless of purchase structure.
A Phase I environmental assessment on an owned or long-leased industrial facility is standard diligence, not an optional add-on, because prior uses of an industrial site can create liability that follows the property.
WSIB and staff history travel differently depending on structure — verified before you price the deal, not assumed to carry over cleanly either way.
The same sequence underlies almost every warehousing or 3pl business deal — what changes from deal to deal is how long each step takes, and which one becomes the bottleneck.
Reaching an agreement
The offer sets price and key terms — for a warehousing or 3pl business it should build in the conditions that actually matter from day one, not just financing.
usually 1–2 weeks†The APS fixes price, structure — asset or share — and closing date, plus the reps, warranties, and holdbacks that protect you if diligence turns up something different than promised.
1–3 weeks to negotiate†Customer contract consents (change-of-control), Real property or lease (industrial), Environmental Phase I, Equipment & PPSA, Staff/WSIB history all start moving at once, on separate clocks — this is usually where warehousing or 3pl business deals are won or lost.
often the critical path†Getting to closing
Corporate, PPSA lien, and litigation searches confirm what you're actually buying; we chase down licence standing and records the seller doesn't always have to hand.
2–4 weeks, in parallel†Funds, keys, and signed documents change hands, alongside any inventory count and interim authorizations that bridge the gap until final transfers are confirmed.
1 day, once conditions are met†We track final licence confirmation and the staff transition through to completion — nothing is left for you to chase once the deal is done.
1–2 week tail†This is the first real decision in almost every warehousing or 3pl business deal — and it changes what you're buying, what you're taking on, and how it's taxed.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | The business's equipment, inventory, individually assigned customer contracts, and the lease or facility. | The shares of the corporation itself, including its contract book and safety history. |
| Customer contracts | Reassigned individually — consent needed where the contract has an anti-assignment or change-of-control clause. | Stay with the corporation automatically, though notice or consent may still be required depending on the clause's wording. |
| Real property or lease | Transferred by deed, or the lease is assigned separately from the business sale. | Stays with the corporation if held there, avoiding a separate property transfer. |
| Environmental exposure | Generally stays with the seller's existing corporation, subject to what diligence turns up. | Comes with the company, including any historical exposure not yet identified. |
| WSIB experience rating | Buyer generally starts its own account and rating. | Carries forward with the corporation. |
| Tax angle | Buyer gets a stepped-up cost base on the assets purchased. | Seller may access the lifetime capital gains exemption on qualifying shares. |
| Typical use in this deal | Smaller, single-facility operators without major contract entanglements. | Larger operators where the customer contract book is the main value driver. |
The business's equipment, inventory, individually assigned customer contracts, and the lease or facility.
The shares of the corporation itself, including its contract book and safety history.
Reassigned individually — consent needed where the contract has an anti-assignment or change-of-control clause.
Stay with the corporation automatically, though notice or consent may still be required depending on the clause's wording.
Transferred by deed, or the lease is assigned separately from the business sale.
Stays with the corporation if held there, avoiding a separate property transfer.
Generally stays with the seller's existing corporation, subject to what diligence turns up.
Comes with the company, including any historical exposure not yet identified.
Buyer generally starts its own account and rating.
Carries forward with the corporation.
Buyer gets a stepped-up cost base on the assets purchased.
Seller may access the lifetime capital gains exemption on qualifying shares.
Smaller, single-facility operators without major contract entanglements.
Larger operators where the customer contract book is the main value driver.
We tell you which structure fits — before you sign anything.
Different lists depending on which side of the deal you're on — both matter for how smoothly closing goes.
No open-ended hourly surprises — the cost is confirmed in writing before any work begins.
| Type of work | Fee | How it's confirmed |
|---|---|---|
| Straightforward purchase or sale | Starting from $3,388.87 Our charges · taxes included | Confirmed in writing once we see the agreement. |
| Larger or more complex deal | Quoted to scope | Short call → fixed written quote before any work begins. |
| Searches, filings & third-party fees | At cost | Itemized on your invoice, not marked up. |
A single-facility 3PL or warehousing operator with a straightforward lease and a handful of customer contracts — one buyer, one seller.
Start my file →A multi-facility operator with owned industrial real estate, a concentrated customer contract book carrying change-of-control clauses, or a Phase I environmental assessment in scope.
Book a consultation →Not sure which you are? That's our job to figure out, not yours. As a rough guide, most deals under a couple of million dollars are the first kind — above that, you're usually in Mergers & Acquisitions territory.
†Typical patterns across Canadian deals — not a quote or advice; every deal is confirmed on its own facts.
It can. A change-of-control or anti-assignment clause is reviewed early, because it can mean the customer's consent is required before the deal closes, or it can shape which structure — asset or share — makes more sense. We flag this in the first pass through your contracts, not after an agreement is signed.
Not automatically — the scope depends on the facility's age, prior uses, and what's stored or handled on site. A Phase I is standard diligence on most industrial properties precisely because history, not current practice, is what creates exposure. We scope the right level of review to your specific facility.
It can factor into diligence, particularly in a labour-intensive warehouse operation, since it's one indicator of how the business has been run. On a share sale it carries forward with the corporation; on an asset sale, the buyer generally starts its own account. Either way, it gets reviewed, not assumed.
Mainly because of the customer contracts. Reassigning a book of shipper or 3PL agreements individually can trigger consent requirements the parties would rather avoid, so keeping the existing corporation — and its contracts — intact is often the simpler path. It isn't automatic, though; it depends on what your specific contracts say.
Even where the real estate itself isn't changing hands, a leased or owned industrial facility's racking, sprinkler, and fire-code compliance gets reviewed, because a gap found after closing becomes the new owner's problem to fix. It's a standard, not exceptional, part of diligence on this sector.
| Resource | Official link |
|---|---|
| WSIB — clearance certificates | Visit www.wsib.ca |
| Ontario environmental compliance (MECP) | Visit www.ontario.ca |
| Personal Property Security Registration (PPSR) Equipment lien searches | Visit www.ontario.ca |
Where we close warehousing or 3pl business deals
Tell us about your warehousing or 3pl business deal — we'll point you the right way and confirm the cost in writing before any work begins.